IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

SUNGARD FINANCIAL SYSTEMS INC., 

Civil Action 

Plaintiff/ Counterclaim Defendant, 

V. 

J.B. OXFORD & COMPANY, 

NO. 02-CV-04332 

Defendant/Counterclaim Plaintiff. : 

JOINT MOTION FOR ENTRY OF STIPULATED PROTECTIVE ORDER 

Plaintiff SunGard Financial Systems Inc. (“SunGard”) and Defendant J.B. oxford & 

Company (“ J.B. Oxford”), by and through their undersigned counsel and pursuant to Federal 

Rule of Civil Procedure 26(c) (7), respectfdymove thrs Court for entry of a Stipulated Protective 

Order for the Protection and Exchange of Confidential Information in the form attached hereto. 

The parties incorporate and rely upon the attached Memorandum of Law in support of 

*. 

th motion. 

BLANK ROME LLl? A 

darks T. Smith, Esq. ”- 

Rebecca D. Ward, Esq. 

One Logan Square 

Philadelphia, PA 19103 

Telephone: (215) 569-5500 

Attorneys for Plaintiff 

SunGard Financial Systems Inc. 

BALLARD SPAHRANDREW &INGERSOLLLLP 

Philadelphia, PA 19103 

Telephone: (215) 665-8500 

Attorneys for Defendant 

J.B. Oxford & Company 

090079.3 1202/2 I 152830~1 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 1 of 17
IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

SUNGARD FINANCIAL SYSTEMS INC., 

Civil Action 

Plaintiff/Counterclaim Defendant, : 

V. 

NO. 02- CV- 04332 

J.B. OXFORD & COMPANY, 

Defendant/Counterclaim Plaintiff. : 

MEMORANDUM OF LAW IN SUPPORT OF JOINT 

MOTION FOR ENTRY OF STIPULATED PROTECTIVE ORDER 

Plaintiff SunGard Financial Systems Inc. (“SunGard”) and Defendant J.B. oxford & 

Company (“ J.B. Oxford”), by and through their undersigned counsel and pursuant to Federal 

Rule of Civil Procedure 26(c)(7), respectfullysubmit th Memorandum of Law in Support of 

their Joint Motion for entry of a Stipulated Protective Order for the Protection and Exchange of 

Confidential Information. For the reasons set forth below, the Order should issue so that the 

parties may disclose to each other certain confidential, proprietary and/or trade secret 

dormation in response to their respective discovery requests without fear of waiving any 

proprietary or trade secret protections that may apply to that dormation. 

FACTUAL AND PROCEDURAL BACKGROUND 

SunGard designs and implements proprietary computer application systems to provide 

clearance and settlement, accounting and operations workflow solutions for brokeddealers. 

Phase3 is one of SunGard’s proprietarysoftware application systems and is designed to provide 

complete securities and clearance functionahty for self-clearing brokeddealers. Defendant J.B. 

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Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 2 of 17
Oxford is in the business of providing discount and orhe securities brokerage, settlement and 

clearance, and investment services nationwide. SunGard and defendant executed a written 

agreement entitled “Remote Processing Agreement” (“Agreement”). SunGard contends that, 

under the Agreement, SunGard agreed to provide and defendant agreed to accept onhe 

processing, report services, and related services through the use of SunGard’s proprietaryPhase3 

System 

The parties allege in their respective claims and counterclaims that certain 

misrepresentations were made: For example, SunGard alleges in part that J.B. Oxford 

misrepresented the volume of trade J.B. Oxford had experienced in the past and expected to 

experience in the future. J.B. Oxford, in turn, alleges in part that SunGard misrepresented the 

capabilities of its proprietary software system1 In light of these allegations, SunGard and J.B. 

Oxford have each served discovery requests in the form of Interrogatories and Requests to 

Produce that seek dormation relevant to these claims. That dormation includes, but is not 

lrmited to, SunGard’s proprietary software and J.B. Oxford’s internal records of its financial 

htory and condition. The parties expect to continue to seek such dormation in subsequent 

written discovery and during witness depositions. 

ARGUMENT 

The parties recognize and acknowledge that the claims and counterclaims in this case 

require each of them to produce dormation that they would otherwise zealously guard as 

proprietary and/or trade secrets. SunGard and J.B. Oxford wish to avoid burdening themselves 

* Perhaps needless to say, SunGard and J.B. Oxford each deny the other’s allegations. Such 

allegations are summarized in this memorandum of law merelyto explain the background against which 

the parties seek entry of a Stipulated Protective Order. 

2 

090079.31202/21152830~1 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 3 of 17
and the Court with multiple motions for protective order, in response to each round of written 

discovery or each deposition. To that end, SunGard and J.B. Oxford have agreed upon the 

terms of a Stipulated Protective Order, with a two-tier confidentiahtyscheme and a mechanism 

by which the parties can, if necessary, challenge any designation and can reveal even the most 

protected dormation to corporate representatives, litigation consultants, expert witnesses, and 

the Court itself. 

Such a Protective Order has previously been approved by th Court in cases involving 

SunGard’s affiliate, SunGard Recovery Services Ll?, SunGard Recovew Services LP v. 

Mdennim Inorganic Chemicals, Inc., Civ. A No. 02-00741 (the Honorable WfiamH Yohn, 

Jr., presiding) and SunGard Recovery Services LP v. Value CitvDemrtment Stores, Inc., Civ. A 

No. 02-01917 (the Honorable Robert F. Kellypresiding). The parties respectfully ask that the 

Cow enter the Stipulated Protective Order in this case. 

A. This Court Has the Discretion Under Rule 26(c) to Enterthe 

Reauested Protective Order. 

Federal Rule of Civil Procedure 26(c) provides that ths court may make, “[ulpon motion 

by a party. . . any order which justice requires to protect a party or person from annoyance, 

embarrassment, oppression or undue burden or expense, including. . . that a trade secret or 

other confidential research, development, or commercial dormation not be revealed or be 

revealed only in a designated way.’’ The Court may, in its discretion, enter such a protective 

order upon a showing of good cause, for which the movant bears the burden of persuasion. 

Pansvv. Borouph of Stroudsburg, 23 F. 3d 772,785-87 (3rd Cir. 1994); Cipollone v. Lim 

Grow. Inc., 785 F. 2d 1108,1121 (3rd Cir. 1986). “Good cause is estabhshed on a showing that 

3 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 4 of 17
disclosure d work a clearly defined and serious injuryto the party seelung closure. The injury 

must be shown with specificity.” Publicker Indus., Inc. v. Cohen, 733 F. Zd 1059,1071 (3rd Cir. 

1984) (citations omitted); Pansy, 23 F. 3d at 786. In determining whether good cause exists the 

Court must balance a party‘s need for the dormation against the resulting injury if disclosure is 

compelled. a. at 787. 

B. Good Cause Exists Here for Issuance of the Requested 

Protective Order. 

Good cause for an order exists in this case. Here, the key disputes turn upon the 

capabilities of SunGard’s proprietary software and the accuracy of J.B. Oxford’s internal 

confidential financial records as represented to SunGard. The parties do not seek protection for 

routine business information. Rather, the type of dormation at issue traditionally has been 

recognized as either a trade secret or a categolyof confidential business information. See, e.g., 

Bohler-Uddeholm America, Inc. v. Ellwood Group. Inc., 247 F. 3d 79, 107 (3d Cir. 

2001) (financidpricing dormation); Dynamic Microprocessor Associates v. EKD Computer 

Sales, 919 F. Supp. 101,106 (E.D.N.Y. 1996) (computer software). Further, th is the type of 

information that the parties themselves take great steps to protect - for example, by including 

provisions in their own contract documents with each other requiring the parties to maintain the 

confidentiality of such information. 

Thus, it is appropriate for this Court to exercise its discretion to enter a Protective Order, 

substantially in the form submitted by the parties, which permits the parties to proceed with 

discovery in an expedition manner without having to burden themselves or the Court with 

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Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 5 of 17
separate motions for protective orders in response to different written discovery requests or 

deposition questions. 

CONCLUSION 

For the foregoing reasons, Plaintiff SunGard Financial Systems Inc. and Defendant J.B. 

Oxford &Company respectfully ask that this Court enter the Stipulated Protective Order agreed 

upon by the parties. 

BLANK ROME LLP # 

Rebecca D. Ward, Esq. 

One Logan Square 

Philadelphia, PA 19103 

Telephone: (215) 569-5500 

Attorneys for Plaintiff 

SunGard Financial Systems Inc. 

BALLARD SPAHRANDREWS &INGERSOLLLLP 

1739 Market Street 

5 1st Floor 

Philadelphia, PA 19103 

Telephone: (215) 665-8500 

Attorneys for Defendant 

J.B. Oxford & Company 

5 

090079.3 1202/21152830vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 6 of 17
Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 7 of 17
IN THE UNITED STATES DISTRICT COURT 

FORTHE EASTERN DISTRICT‘ OF PENNSYLVANIA 

SUNGARD FINANCIAL SYSTEMS INC. 

Civil Action 

Plaintiff/ Counterclaim Defendant, : 

V. 

J.B. OXFORD & COMPANY, 

NO. 02-CV-04332 

Defendant/ Counterclaim Plaintiff. 

STIPULATED ORDER FORTHE PROTECI‘ION AND 

EXCHANGE OF CONFIDENTIAL INFORMATION 

AND NOW, on this day of ,2003 it is hereby ORDERED and 

DECREED bythe Court, on the Joint Motion of all of the parties, as follows: 

WHEREAS, the parties to the above- captioned Adversary Proceeding (the “Litigation”) 

are engaged in discovery proceedings which may involve the production of certain information 

which the parties believe to be confidential and sensitive trade secrets and other non-public 

commercial and financial dormation; 

IT IS HEREBY STIPULATED AND AGREED, by and among the undersigned 

attorneys for the respective parties hereto, subject to further Order of the Court, that: 

I. In connection with discoveryproceedings in th action, anypartymy bywritten 

notice, or by a statement on the record at a deposition, designate any document, testimony, 

answer to interrogatories or other dormation or discoverymaterial that the party in good faith 

believes to be Confidential, commercial or financial donnation not previously made avadable to 

the public as “Confidential” or “Confidential - Attorneys’ Eyes Only” under the terms of ths 

090079.31202/21134132vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 8 of 17
Protective Order. The provisions of this Protective Order also shall applyto anynon-partywho 

provides testimony, documents or dormation in such discoveryproceedmgs and who agrees to 

be bound bythe terms of th Protective Order. References to a “party” or “parties” herein shall 

also include such non-parties. 

2. Any documents, material or dormation to be designated “Confidential” or 

“Confidential - Attorneys’ Eyes Only” may be so designated by stamping the documents, 

material or information with the legend “CONFIDENTIAL” or “CONFIDENTIAL - 

A?TORNEYS’ EYES ONLY” prior to their production. Stamping such a legend on the cover 

of any multi-page document shall not mean that the entire document is “Confidential” or 

“Confidential - Attorneys’ Eyes Only.” Rather, the producing party shall so designate all pages 

of such document that are “Confidential” or “Confidential - Attorneys’ Eyes Only.” 

3. In the event counsel for the party receiving documents, material, or dormation 

designated as “Confidential” or “Confidential - Attorneys’ Eyes Only objects to such 

designation of any or all of such items, said counsel shall advise the party producing the items 

(the “producing party”) of such objections and the reasons therefor. If the producing party 

objects to the proposed disclosure, all the items shall be treated as Confidential (or Confidential 

- Attorneys’ Eyes Only if so designated) pending a resolution of the parties’ dispute, and it shall 

be the obligation of the party receiving the items designated as “Confidential” or “Confidential - 

Attorneys’ Eyes Only” to obtain a prompt hearing before this Court with respect to the 

proprietyof the designation. It shall be the burden of the producing partyto justifyto the Court 

the basis for the designation. In the event that the receiving party seeks such a hearing, the 

producing party wlll cooperate in obtaining a prompt hearing with respect thereto. 

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090079.31202/21134132vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 9 of 17
4. If any party wishes to use or inquire at any deposition concerning documents, 

material, or dormation designated as “Confidential” or “Confidential - Attorneys’ Eyes only,” 

the portion of the deposition transcript whch relates to such documents, material, or 

dormation shall be designated and treated as Confidential or Confidential - Attorneys’ Eyes 

Only and subject to the confidentidtyprovisions hereof and such designation shall be made no 

later than ten (10) days after receipt of the deposition transcript. 

5. Documents or material (includmg portions of deposition transcripts) designated as 

“Confidential - Attorneys’ Eyes Only,” or dormation derived solely therefrom, may only be 

disclosed or made avadable bythe partyreceiving such dormation to “Qualrfied Persons”, who, 

in the case of documents, material or dormation designated as “Confidential -Attorneys’ Eyes 

Only” are defined to consist solely of: 

(a) the Court (at any trial or oral hearing and in the manner provided 

by paragraph 10 hereof) 

(b) counsel (including “in- house” counsel) to the named parties to th 

action and the paralegal, clerical and secretarial staff employed by 

such counsel; 

(c) court reporters; 

(d) any witness during the course of that witness’s deposition; 

(e) experts and/or advisors consulted by the named parties or their 

counsel in connection with th action, whether or not retained to 

testify at trial; provided that prior to any such disclosure counsel 

for the party making the disclosure shall deliver a copy of this 

Protective Order to the expert and/or advisor, shall explain its 

terms to the expert and/or advisor, and shall secure the signature 

of the expert and/or advisor on a letter in the form attached 

hereto as Ehbit A It shall be the further obligation of counsel, 

upon learning of any breach or threatened breach of thts 

Protective Order by any expert and/or advisor, promptlyto notify 

opposing counsel of such breach or threatened breach; 

3 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 10 of 17
(0 two corporate representatives selected by the corporate parties to 

this litigation; 

(g) any other person as to whom the producing party agrees in writing 

prior to disclosure. 

6. Documents or material (including portions of deposition transcripts) designated as 

“Confidential” or dormation derived solelytherefrom may only be disclosed or made avadable 

bythe partyreceiving such dormation to “Quahfied Persons,” who in the case of documents, 

material or dormation designated as “Confidential,” are defined to consist solely of: 

The Court (at any trial or oral hearing and in the manner provided 

by paragraph 10 hereof) 

The named parties to this action, which in the case of corporate 

parties shall be hted to those officers, directors, and employees 

of such corporate parties deemed necessary to aid counsel in the 

prosecution and defense of th action; 

Counsel (including “in-house” counsel) to the named parties to 

this action and the paralegal, clerical, and secretarial staff employed 

by such counsel; 

Court reporters; 

Witnesses at any deposition in this action; 

experts and/or advisors consulted by the named parties or their 

counsel in connection with this action, whether or not retained to 

testify at trial; provided that prior to any such disclosure counsel 

for the party &g the disclosure shall deliver a copy of th 

Protective Order to the expert and/or advisor, shall explain its 

terms to the expert and/or advisor, and shall secure the signature 

of the expert and/or advisor on a letter in the form attached 

hereto as Exhibit A. It shall be the further obligation of counsel, 

upon learning of any breach or threatened breach of this 

Protective Order by any expert and/or advisor, promptly to notify 

opposing counsel of such breach or threatened breach; 

Any other person as to whom the producing party agrees in 

writing prior to disclosure. 

4 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 11 of 17
7. Documents and materials designated as “Confidential” or “Confidential - 

Attorneys’ Eyes Only,” or dormation derived solely therefrom, shall be used by the person 

receiving them only for the purposes of preparing for and conducting thts action. 

8. Nothmg herein shall impose anyrestrictions on the use or &closure byapartyor 

witness of documents or dormation obtained lawfully by such party or witness independently 

of the discoveryproceedings in thts action, whether or not such documents or dormation are 

also obtained through discovery proceedmgs in th action. 

9. If documents and material (including portions of deposition transcripts) 

designated as “Confidential” or “Confidential - Attorneys’ Eyes Only,” or dormation derived 

solely therefrom, are to be included in any papers to be filed in Court, such papers shall be 

labeled “Confidential -- Subject to Court Order” and filed under seal and kept under seal until 

further Order of the Court. 

10. Each non-lawyer given access to documents, material or information designated 

“Confidential” or “Confidential - Attorneys’ Eyes Only” pursuant to the terms hereof shall be 

advised that the documents, material, or dormation are being &closed pursuant to and subject 

to the terms of this Stipulation and Order and may not be disclosed other than pursuant to the 

terms hereof. 

5 

090079.3 1202/21 I341 32vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 12 of 17
11. Complying with the terms of this Protective Order shall not: (a) operate as an 

admission by any party that any particular documents, material, or mformation contain or reflect 

currentlyvaluable proprietary or commercial mformation; or (b) prejudice in anywaythe right of 

a party at anytime: (i) to seek a determination bythe Court of whether anyparticular documents, 

item of material, or piece of information should be subject to the terms of thts Protective Order, 

or (ii) to seek relief on appropriate notice from anyprovision(s) of this Protective Order, either 

generally or as to any particular documents, item of material, or piece of information. 

12. Upon termination of thts action, including all appeals, the parties shall return to 

counsel for the producing party all documents or material designated as “Confidential” or 

“Confidential - Attorneys’ Eyes Only” and all copies thereof (except that outside counsel for 

each party may maintain in its files pleadings, briefs and other documents filed with the Court 

and deposition transcripts and exhtbits, provided that all such documents otherwise remain 

subject to the terms of thts Protective Order), or the parties may agree upon appropriate 

methods of destruction. Notwithstanding the foregoing, to the extent that documents reflecting 

attorney work- product contain material or mformation designated as “Confidential” or 

“Confidential - Attorneys’ Eyes Only,” counsel in possession of such documents may, in lieu of 

returning them to the producing party, certify in writing to the producing party that such 

documents have been destroyed. 

6 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 13 of 17
I 1 

13. Nothmg in this Protective Order shall be construed to prohibit a party from 

producing documents, material, or dormation designated as “Confidential” or “Confidential - 

Attorneys’ Eyes Only” in its possession pursuant to a subpoena or other legal process provided 

h, the party in possession of such documents, materials, or mformation, if subpoenaed, shall 

give notice of such subpoena to the originally producing party as soon as possible and, in any 

event within five days after receiving such subpoena. The subpoenaed party shall not produce 

any of the producing party‘s “Confidential” or “Confidential - Attorneys’ Eyes Only” 

documents, material or dormation for a period of at least five days after providmg the required 

notice to the producing party. If, within five days of receiving such notice, the producing party 

opposes production of its “Confidential” or “Confidential - Attorneys’ Eyes Only” documents, 

material or information pursuant to the subpoena, the subpoenaed party shall reasonably 

cooperate with the producing party in seekmg to quash such subpoena and shall not thereafter 

produce such documents, material or information pursuant to the subpoena except pursuant to a 

court order requiring compliance with the subpoena. 

14. All discovery material in th action, includmg documents, material and 

information designated as “Confidential” or “Confidential - Attorney’ Eyes Only,” maybe used 

bythe parties in th action, subject to the rights of anypartyto raise any other objections to the 

use of such discovery material. 

15. The parties d jointly seek the approval of the Court with respect to this 

Stipulation and Order. Notwithstanding the pendency of approval by the Court, thts Stipulation 

and Order shall become effective immediatelyupon execution bythe parties. If approval bythe 

Court is ultimately denied, no party shall treat any documents, material or dormation 

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090079.31202/21134132vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 14 of 17
designated Confidential or Confidential- Attorneys' Eyes Only that was produced prior to that 

time other than as provided herein. 

BLANK ROME LLP BALLARD SPAHR ANDREWS & INGERSOLL,, LLP 

Rebecca D. Ward, Esq. 

Michael Adler, Esq. 51st Floor 

One Logan Square 

Philadelphia, PA 19103 Telephone: (215) 665-8500 

Telephone: (215) 569-5500 

Philadelphia, PA 19103-7599 

SHUMAKER, LOOP &KENDIUCK LLP 

C. Philip Campbell, Jr. 

101 E. KennedyBlvd., Suite 2800 

Tampa, FL 33602 

Telephone: (813) 229-7600 

Attorneys for Plaintiff 

SunGard Financial Systems Inc. 

Attorneys for Defendant 

J.B. Oxford & Company 

SO ORDERED BY THE COURT ON 

THIS DAY OF , 2003. 

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090079.31 202/21134132vl 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 15 of 17
Exhibit A 

Case 2:02-cv-04332-RK Document 17 Filed 05/22/2003 Page 16 of 17
IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

SUNGARD FINANCIAL SYSTEMS INC., 

Civil Action 

Plaintiff/Counten:laim Defendant, 

V. 

NO. 02-CV-04332 

J.B. Oxford & Company, 

DefendadCounterclaim Plaintiff. 

LIMITED SPECIAL APPEARANCE AND AGREEMENT 

FOR ACCESS TO CONFIDENTIAL DOCUMENTS AND INFORMATION 

I hereby acknowledge and affirm that I have read the terms and conditions of the Protective 

Order entered by the Court in the above-captioned matter on the day of ,2003. I 

understand the terms of the Court’s Order and under oath consent to be bound by the terms of the 

Court’s Order as a condition to being provided access to confidential documents and information 

furnished by . By executing this Agreement, I hereby consent to the jurisdiction of the 

above-captioned Court for the special and limited purpose of enforcing the terms of the Court’s 

Protective Order. 

I hereby declare under the penaltyof perjuryunder the laws of the United States of America that 

the above statements are true and correct. 

Dated: By: 

Name: 

Title : 

Affiliation: 

Address : 

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